federal deposit insurance corporation and deposit ......for differences in accounts, suspense items,...

INSURED DEPOSIT PURCHASE AND ASSUMPTION AGREEMENT

AMONG

FEDERAL DEPOSIT INSURANCE CORPORATIONRECEIVER OF NEW FRONTIER BANK

GREELEY COLORADO

FEDERAL DEPOSIT INSURANCE CORPORATION

and

DEPOSIT INSURANCE NATIONAL BANK OF GREELEY

OF

APRIL 10 2009

DATED AS

ARTICLE I

ARTICLE II

21 22 23 24

ARTICLE III

31 32 33

34 35 36

ARTICLE IV

41 42 43 44 45 46 47

48

49 410 411 412 413 414 415 416

ARTICLE V

51

D1NB PampA April 102009

TABLE OF CONTENTS

DEFINITIONS 2

ASSUMPTION OF LIABILITIES9

Liabilities Assumed by Assuming Bank 9Interest on Deposit Liabilities 10Unclaimed Deposits1 0Employee Benefit Plans 10

PURCHASE OF ASSETS 1 0

Assets Purchased by Assuming Ban 10Asset Purchase Price 11

Conveyance Limited WarantyManer of

Nonrecourse Etc 12Puts of Assets to the Receiver12Assets Not Purchased by Assuming Bank 14Assets Essential to Receiver 15

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS16

Continuation of Baning Business 16Omitted 17Agreement with Respect to Safe Deposit Business 17Agreement with Respect to Safekeeping Business 17Omitted 17Agreement with Respect to Bank Premisesl 7Agreement with Respect to Leased Data

Processing Equipment20Agreement with Respect to Certain

Existing Agreements21Informational Tax Reporting 21Insurance 21Services for Receiver and Corporation 22Omitted 22Omitted 22Omitted 3Agreement with Respect to Expenses 22Agreement with Respect to Accounting and Data Processing Services 22

DUTIES WITH RESPECT TO DEPOSITORSOF THE FAILED BANK23

Payment of Checks Drafts and Orders 23

DEPOSIT INSURANCE NATIONAL BANK OF GREELEY 11 GREELEY COLORADO

52 53

ARTICLE VI

61 62 63 64

ARTICLE VII

ARTICLE VIII

81 82 83 84 85

ARTICLE IX

91 92 93 94 95 96

97

XARTICLE

ARTICLE XI

Certain Agreements Related to Deposits 23Notice to Depositors 23

RECORDS 24

24Transfer of Records

Delivery of Assigned Records 24Records 25Preservation of

Access to Records Copies 25

PAYMENTS 25

ADJUSTMENTS 25

Pro Forma Statement25Correction of Errors and Omissions Other LiabilitiesPayments 26Interest27Subsequent Adjustments27

CONTINUING COOPERATION 27

General Matters27Additional Title Documents27Claims and Suits 27Payment of Deposits 28Withheld Payments 28Proceedings with Respect to Certain Assets

and Liabilities28Information 29

CONDITION PRECEDENT 29

REPRESENTATIONS AND WARRNTIES OF THEASSUMING BANK 29

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYDINB PampA 11 GREELEY COLORADOApril i 0 2009

ARTICLE XII

121

122 123 124 125 126 127 128

ARTICLE XIII

131

132 133 134 135 136 137 138 139 1310 1311 1312 1313

SCHEDULES

21 21 (a) 31 31(e) 31(i) 32 35(k)

INDEMNIFICATION 31

Indemnitees 31Indemnification of

Conditions Precedent to Indemnification33No Additional Waranty34Indemnification of Corporation and Receiver 34Obligations Supplemental35Criminal Claims 35

the Corporation35Subrogation 36Limited Guaranty of

MISCELLANEOUS 36

Entire Agreement 36Headings 36Counterpars 36Governing Law 36Successors 36Modification Assignent 36Notice37

37Maner of Payment

Costs Fees and Expenses 37Waiver38Severability 38Term of Agreement38Survival of Covenants Etc 38

Certain Liabilities Assumed40Excluded Deposit Liability Accounts 41Certain Assets Purchased 42Loans Fully Secured by Assumed Deposits 43Acquired Subsidiares 44Purchase Price of Assets or assets 45Securities Not Purchased 46

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYD1NB PampA iv GREELEY COLORADOApril 10 2009

INSURED DEPOSITPURCHASE AND ASSUMPTION AGREEMENT

10 2009 by and among theTHIS AGREEMENT made and entered into as of April

FEDERAL DEPOSIT INSURANCE CORPORATION RECEIVER of NEW FRONTIER BANK GREELEY CO (the Receiver) DEPOSIT INSURANCE NATIONAL BANK OF

the United States of America and having its principalGREELEY organized under the laws of

business in Greeley CO (the Assuming Bank) and the FEDERAL DEPOSIT INSURANCE CORPORATION organized under the laws ofthe United States of America and having its principal offce in Washington DC acting in its corporate capacity (the Corporation)

place of

WITNESSETH

WHEREAS on Bank Closing Date the Charering Authority closed New Frontier Bank

(the Failed Ban) pursuant to applicable law and the Corporation was appointed Receiver thereof and

WHEREAS the Assuming Ban desires to purchase certain assets and assume certain deposit and other liabilities of the Failed Bank on the terms and conditions set forth in this Agreement and

the Corporation finds that it isWHEREAS pursuant to 12 USC Section 1821(m) if

the insured depository institution in default the

Corporation may organize a new Federal depository institution to assume the insured deposits of such depository institution in default and transact business as authorized under 12 USC 1821 and as may be incidental to it organization or as may be otherwise authorized by its primary federal regulator and

the depositors ofadvisable and in the interest of

the Corporation (the Board) has determined thatDirectors ofWHEREAS the Board of

the insured depository institution in default

to organize a new Federal depository institution pursuant to 12 USc 1821(m) to acquire the the depositors ofit is advisable and in the interest of

the Failed Bank on the terms and subject to the conditions set forth in this Agreement insured deposits of

the mutual promises herein set forth and otherNOW THEREFORE in consideration of

valuable consideration the paries hereto agree as follows

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYDINB PampA 1 GREELEY COLORADOApril 102009

ARTICLE I DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Aricle I or elsewhere in this Agreement As used herein words imparing the singular include the plural and vice versa

ledger and supporting subsidiarAccounting Records means the general

ledgers and schedules

Acquired Subsidiaries has the meaning provided in Section 31

that Person Affiiate of any Person means any director offcer or employee of

and any other Person (i) who is directly or indirectly controlling or controlled by or under direct or indirect common control with such Person or (ii) who is an affliate of such Person as the

the Ban Holding Company Act of 1956 as amendedterm affliate is defined in Section 2 of

12 USC Section 1841

Agreement means this Purchase and Assumption Agreement by and among the Assuming Bank the Corporation and the Receiver as amended or otherwise modified from time to time

the Failed Ban purchased pursuant to Section 31 this

Assets means all assets of

the Failed Ban are not Assets within the meaning ofAssets owned by Subsidiares of

definition

Assumed Deposits means Insured Deposits (excluding however brokered deposits as defined by 12 USC 1831t) and Guaranteed Transaction Accounts and Deposits of public money (other than such liabilities that are Insured Deposits) in the Failed Ban to the extent such Deposits are properly and fully secured

In the event that a depositors aggregate Deposits in the Failed Ban are in excess of its Insured Deposit the Corporation in accordance with its standard policies and procedures shall determine which Deposits are assumed

A Deposit in the form of a negotiable instrument shall not be assumed by or transferred to the Assuming Ban and any interest with respect thereto as provided in this Agreement shall not accrue or be paid until the owner thereof shall provide proof satisfactory to the Corporation that such negotiable instrument was negotiated to such owner prior to Ban Closing Date as provided in 12 CFR Section 3304(b)(4)

the Failed Bank on the datebusiness ofBank Closing Date means the close of

on which the Chartering Authority closed such institution

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYD1NB PampA 2 GREELEY COLORADOApril 102009

Bank Premises means the banking houses drive-in banking facilities and teller facilities (staffed or automated) together with appurtenant parking storage and service facilities and structures connecting remote facilities to banking houses and land on which the foregoing are located that are owned or leased by the Failed Ban and that are occupied by the

the Bank Closing DateFailed Bank as of

Book Value means with respect to any Asset and any Liability Assumed the the Failed Ban The Book Value ofstated on the Accounting Records ofdollar amount thereof

the Bank Closing Date after adjustments made by the Receiverany item shall be determined as of

for differences in accounts suspense items unposted debits and credits and other similar adjustments or corrections and for setoffs whether voluntar or involuntar The Book Value of an Acquired Subsidiar shall be determined from the investment in subsidiar and related

the Failed Ban based on the accounts on the ban only (unconsolidated) balance sheet of

equity method of accounting Without limiting the generality of the foregoing (i) the Book Value of a Liability Assumed shall include all accrued and unpaid interest thereon as of the Ban Closing Date and (ii) the Book Value of a Loan shall reflect adjustments for eared interest or unearned interest (as it relates to the rule of78s or add-on-interest loans as applicable) if any

the Ban Closing Date adjustments for the portion of eared or unearned loan-relatedas of

the credit life andor disability insurance premiums if any attributable to the Failed Ban as of

Bank Closing Date and adjustments for Failed Bank Advances if any in each case as determined for financial reporting purposes The Book Value of an Asset shall not include any adjustment for loan premiums discounts or any related deferred income or fees or general or

the Failed Ban specific reserves on the Accounting Records of

legalBusiness Day means any day other than a Saturday Sunday or federal

holiday

Chartering Authority means (i) with respect to a national ban the Offce of the Currency (ii) with respect to a Federal savings association or savingsthe Comptroller of

Thrft Supervision (iii) with respect to a bank or savings institution chareredban the Office of

a State the agency of such State charged with primary responsibility for regulating andor closing banks or savings institutions as the case may be (iv) the Corporation in accordance with

appointment or (v) the appropriate Federal

by

12 USc Section 1821(c) with regard to self

banking agency in accordance with 12 USc Section 1821(c)(9)

Commitment means the unfunded portion of a line of credit or other the Failed Bank to make an extension of credit

commitment reflected on the books and records of

(or additional advances with respect to a Loan) that was legally binding on the Failed Ban as of Ban Closing other than extensions of credit pursuant to the credit card business and overdraft protection plans of the Failed Bank if any

Credit Documents mean the agreements instruments certificates or other documents at any time evidencing or otherwise relating to governing or executed in connection with or as security for a Loan including without limitation notes bonds loan agreements letter of credit applications lease financing contracts bankers acceptances drafts interest protection


agreements currency exchange agreements repurchase agreements reverse repurchase trust mortgages assignments security agreements pledges

subordination or priority agreements lien priority agreements undertakings security instruments certificates documents legal opinions participation agreements and intercreditor agreements and all amendments modifications renewals extensions rearangements and

agreements guarantees deeds of

the foregoingsubstitutions with respect to any of

Data Processing Lease means any lease or licensing agreement binding on the which is data processing equipment or

computer hardware or software used in connection with data processing activities A lease or licensing agreement for computer software used in connection with data processing activities

whether such lease or licensing agreement

Failed Ban as of the Ban Closing Date the subject of

shall constitute a Data Processing Lease regardless of

also covers data processing equipment

Deposit means a deposit as defined in 12 USC Section 1813(1) including without limitation outstanding cashiers checks and other offcial checks and all uncollected

the Failed items included in the depositors balances and credited on the books and records of

those depositBank provided that the term Deposit shall not include all or any portion of

the Receiver or the Corporation (i) may be required to satisfy it for any liquidated or contingent liability of any depositor arsing from an unauthorized or unlawful transaction or (ii) may be needed to provide payment of any liability of any depositor to the Failed Ban or the Receiver including the liability of any depositor as a director

the liability is or can be determined as

balances which in the discretion of

or offcer of the Failed Ban whether or not the amount of

of Bank Closing

Failed Bank Advances means the total sums paid by the Failed Ban to (i) protect its lien position (ii) pay ad valorem taxes and hazard insurance and (iii) pay credit life insurance accident and health insurance and vendors single interest insurance

Fair Market Value means (i)(a) Market Value as defined in the regulation prescribing the standards for real estate appraisals used in federally related transactions 12 CFR Section 3232(g) and accordingly shall mean the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale the buyer and seller each acting prudently and knowledgeably and assuming the price is not affected by undue stimulus Implicit in this definition is the consummation of a sale as of a specified date

title from seller to buyer under conditions wherebyand the passing of

(1) Buyer and seller are typically motivated (2) Both parties are well informed or well advised and acting in what they consider their own best interests (3) A reasonable time is allowed for exposure in the open market (4) Payment is made in terms of cash in US dollars or in terms of financial arrangements comparable thereto and (5) The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale


the Bank Closing Date by an appraiser mutually acceptable to the Receiver and the Assuming Bank any costs and fees associated with such determination shall be shared equally by the Receiver and the Assuming Bank and (b) which with respect to Bank Premises (to the extent if any that Ban Premises are purchased utilizing this valuation method) shall be determined not later than sixty (60) days after the Bank Closing Date by an appraiser selected by the Receiver and the Assuming Ban within seven (7) days after the Ban Closing Date or (ii) with respect to property other than Ban Premises purchased utilizing this valuation method the price therefor as established by the Receiver and agreed to by the Assuming Bank or in the absence of such agreement as determined in accordance with clause (i)(a) above

as determined as of

Fixtures means those leasehold improvements additions alterations and installations constituting all or a part of Ban Premises and which were acquired added built

legal titlethe holder ofthe Failed Ban regardless ofinstalled or purchased at the expense of

thereto as of the Bank Closing Date

Furniture and Equipment means the furniture and equipment (other than Safe Deposit Boxes motor vehicles and leased data processing equipment including hardware

the Failed Ban and software) leased or owned by the Failed Ban and reflected on the books of

as of the Bank Closing Date including without limitation automated teller machines carpeting furniture offce machinery (including personal computers) shelving offce supplies telephone surveillance and security systems and arwork

Guaranteed Transaction Accounts means those transaction accounts covered by the Transaction Account Guarantee Program as described in 73 Federal Register 210 (29 October 2008) pp 64179-64191

Indemnitees means except as provided in paragraph (11) of Section 121 (b) the Assuming Ban other than any

(i) the Assuming Ban (ii) the Subsidiaries and Affliates of the

the Failed Ban that are or become Subsidiares or Affiliates ofSubsidiares or Affliates of

the Assuming Ban andAssuming Ban and (iii) the directors offcers employees and agents of

its Subsidiares and Affliates who are not also present or former directors offcers employees or agents of the Failed Ban or of any Subsidiar or Affliate of the Failed Bank

Initial Payment means the payment made pursuant to Aricle VII (based on thewhich shall be the

the Ban Closing Date) the amount ofbest information available as of

the aggregate purchase pricethe Liabilities Assumed minus the sum ofaggregate Book Value of

of the Assets and assets purchased The Initial Payment shall be payable by the Corporation tothe Assuming Bank Such Initial Payment shall be subject to adjustment as provided in AricleVII

Insured Deposits means the net amount due to any depositor with respect to its Deposits as determined by the Receiver or the Corporation pursuant to 12 USC Section 1813(m) and applicable regulations at 12 CFR Part 330


indebtedness legally owed by an Obligor

with respect to a Loan including principal and accrued and unpaid interest late fees attorneys fees and expenses taxes insurance premiums and similar charges if any

Legal Balance means the amount of

Liabilties Assumed has the meaning provided in Section 21

Lien means any mortgage lien pledge charge assignent for security purposes security interest or encumbrance of any kind with respect to an Asset including any

lease or other title retention agreement relating to such Asset conditional sale agreement or capital

Loan File means all Credit Documents and all other credit collateral or insurance documents in the possession or custody of the Assuming Ban or any of its Subsidiares or Affliates relating to an Asset or a Loan included in a Put Notice or copies of any thereof

thethe following owed to or held by the Failed Ban as ofLoans means all of

Bank Closing Date

(i) loans participation agreements interests in paricipations overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan

lines or similar extensions of credit in connection with a deposit account) revolving commercial

of credit home equity lines of credit United States andor State-guaranteed student loans and lease financing contracts

(ii) all Liens rights (including rights of set-oft) remedies powers privileges demands claims priorities equities and benefits owned or held by or accruing or to accrue to or

the obligations or instruments referred to in clause (i) above including but not limited to those arsing under or based upon Credit Documents casualty insurance policies and binders standby letters of credit mortgagee title insurance policies and binders payment bonds and performance bonds at any time and from time to time existing with

for the benefit of the holder of

the obligations or instruments referred to in clause (i) above andrespect to any of

(iii) all amendments modifications renewals extensions refinancings and refundings of or for any of the foregoing

Loans (a) any portion of the provided that there shall be excluded from the definition of

their respective Subsidiares)foregoing which the Failed Bank or the Assuming Ban (or any of

holds not for its own account but solely as agent or fiduciar for or otherwise as representative the Accounting Records of the

of any other Person (b) any loans which have been charged off

Failed Ban in whole or in par prior to the Bank Closing Date (c) loans recorded on thethe Bank

the Failed Bank on in substance foreclosure status as ofAccounting Records of

Closing Date (d) Commitments and (e) amounts owing under Qualified Financial Contracts


Obligor means each Person liable for the full or parial payment or performance of any Loan whether such Person is obligated directly indirectly primarily secondarily jointly or severally

Payment Date means the first Business Day after the Bank Closing Date

Person means any individual corporation parnership joint venture association joint-stock company trust unincorporated organization or governent or any agency or political subdivision thereof excluding the Corporation

Primary Indemnitor means any Person (other than the Assuming Bank or any its Affliates) who is obligated to indemnify or insure or otherwise make payments (including

payments on account of claims made against) to or on behalf of any Person in connection with the claims covered under Aricle XII including without limitation any insurer issuing any directors and offcers liability policy or any Person issuing a financial institution bond or bankers

of

blanet bond

Put Date has the meaning provided in Section 34

Put Notice has the meaning provided in Section 34

Qualifed Financial Contract means a qualified financial contract as defined in 12 USc Section 1821(e)(8)(D)

Record means any document microfiche microfilm and computer records the

(including but not limited to magnetic tape disc storage card forms and printed copy) of

Failed Ban generated or maintained by the Failed Ban that is owned by or in the possession of the Receiver at the Bank Closing Date

Related Liabilty with respect to any Asset means any liability existing and the Ban Closing Date for (i)the Failed Bank as ofreflected on the Accounting Records of

trust chattel mortgages security interests or otherindebtedness secured by mortgages deeds of

other liens on or affecting such Asset (ii) ad valorem taxes applicable to such Asset and (iii) any

obligation determined by the Receiver to be directly related to such Asset

Related Liabilty Amount with respect to any Related Liability on the books of the Assuming Ban means the amount of such Related Liability as stated on the Accounting

the Assuming Bank (as maintained in accordance with generally accepted accountingRecords of

which the Related Liability Amount is being determined With respect to a liability that relates to more than one asset the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with

principles) as of the date as of

respect to anyone of such assets Such allocation shall be made by specific allocation where determinable and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset


Repurchase Price means with respect to any Asset or asset which shall be determined by the Receiver the lesser of (a) or (b)

(a) the amount paid by the Assuming Ban decreased by the amount of anythe Asset is a Loan or

money received with respect thereto since the Ban Closing Date and if

other interest bearng or earning asset the resulting amount shall then be increased or decreased as the case may be by interest or discount (whichever is applicable) accrued from and after the Ban Closing Date at the lower of (i) the contract rate with respect to such Asset or (ii) the Settlement Interest Rate net proceeds received by or due to the Assuming Ban from the sale of collateral any forgiveness of debt or otherwise shall be deemed money received by the Assuming Bank or

(b) the dollar amount thereof stated on the Accounting Records of the Assuming Ban as of the date as of which the Repurchase Price is being determined as maintained in

the asset is a Loan regardlessaccordance with generally accepted accounting principles and if

and adjusted in the same manner as the Book Value ofa Failed Ban Loan would be adjusted hereunder of the Legal Balance thereof

Provided however (b) above shall not be applicable for Loans repurchased pursuant to Section 34(a)

If any Asset or asset is purchased as par ofa group of Assets or assets for Book Value andor as Book Value the amount paid by the Assuming Ban for purposes of (a) above

shall be the Book Value as of the date of the Bank Closing Date of the individual Asset or asset being repurchased multiplied if applicable by the percentage paid

a percentage of

the Failed Ban if anySafe Deposit Boxes means the safe deposit boxes of

including the removable safe deposit boxes and safe deposit stacks in the Failed Banks vault(s) all rights and benefits under rental agreements with respect to such safe deposit boxes and all keys and combinations thereto

Settlement Date means the first Business Day immediately prior to the day which is one hundred eighty (180) days after the Ban Closing Date or such other date prior thereto as may be agreed upon by the Receiver and the Assuming Bank The Receiver in its discretion may extend the Settlement Date

Settlement Interest Rate means for the first calendar quarter or portion thereof during which interest accrues the rate determined by the Receiver to be equal to the

theequivalent coupon issue yield on six (6)-month United States Treasury Bills in effect as of

Ban Closing Date as published in The Wall Street Journal provided that ifno such equivalent the Bank Closing Date the equivalent coupon issue yield for

such Treasury Bills most recently published in The Wall Street Journal prior to the Bank Closing Date shall be used Thereafter the rate shall be adjusted to the rate determined by the Receiver to

coupon issue yield is available as of

ofthe first daybe equal to the equivalent coupon issue yield on such Treasury Bills in effect as of

each succeeding calendar quarter during which interest accrues as published in The Wall Street Journal


the Federal DepositSubsidiary has the meaning set forth in Section 3(w)(4) of

Insurance Act 12 USC Section 1813(w)(4) as amended

ARTICLE IIASSUMPTION OF LIABILITIES

21 Liabilties Assumed by Assuming Bank The Assuming Ban expressly

assumes at Book Value (subject to adjustment pursuant to Aricle VII) and agrees to paythe Ban Closingthe Failed Ban as ofthe following liabilities ofperform and discharge all of

Date except as otherwise provided in this Agreement (such liabilities referred to as Liabilities Assumed)

(a) Assumed Deposits except those Deposits specifically listed on Schedule 21(a) provided that as to any Deposits of public money which are Assumed Deposits

the the Assuming Bank agrees to properly secure such Deposits with such of

Assets as appropriate which prior to the Ban Closing Date were pledged as security therefor by the Failed Bank or with assets of the Assuming Ban if such securing Assets if any are insuffcient to properly secure such Deposits

(b) omitted

(c) overdrafts debit balances service charges reclamations and adjustments to

accounts with the Federal Reserve Bans as reflected on the books and records of any such Federal Reserve Ban within ninety (90) days after the Bank Closing Date if any

(d) omitted

(e) liabilities if any for federal funds purchased repurchase agreements and

overdrafts in accounts maintained with other depository institutions (including any accrued and unpaid interest thereon computed to and including the Ban Closing Date) provided that the assumption of any liability pursuant to this paragraph

the Assets securing such liability asshall be limited to the market value of

determined by the Receiver

(t) United States Treasury tax and loan note option accounts if any

(g) omitted

(h) omitted

(i) omitted


Schedule 21 attached hereto and incorporated herein sets forth certain categories of the Liabilities Assumed in such categoriesLiabilities Assumed and the aggregate Book Value of

Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Aricle VIII

22 Interest on Deposit Liabilties The Assuming Bank may elect not to pay interest on any Deposit liabilities assumed pursuant to Section 21 or it may elect from and after the Ban Closing Date to accrue and pay interest on such Deposit liabilities it may choose at such rates it shall determine The Assuming Ban shall permit each depositor to withdraw without penalty for early withdrawal all or any portion of such depositors Deposit whether or not the Assuming Bank elects to pay interest and further provided that if such Deposit has been pledged to secure an obligation of the depositor or other pary any withdrawal thereof shall be subj ect to the terms of the agreement governing such pledge The Assuming Ban shall give notice to such

interest which it has determined to pay and of such withdrawal rights

the rate(s) ofdepositors as provided in Section 53 of

23 Unclaimed Deposits If within eighteen (18) months after the Ban Closing the Failed Bank does not claim or arrange to continue such depositors

Deposit assumed pursuant to Section 21 at the Assuming Ban the Assuming Ban shall within Date any depositor of

such eighteen (18)-month period (i) refund to the Corporation the full amount of each such Deposit (without reduction for service charges) (ii) provide to the Corporation a schedule of all such refunded Deposits in such form as may be prescribed by the Corporation and (iii) assign transfer convey and deliver to the Receiver all right title and interest of the Assuming Ban in and to Records previously transferred to the Assuming Bank and other records generated or maintained by the Assuming Ban pertaining to

the Corporation the

fifteen (15) Business Days after the end of

such Deposits During such eighteen (18)-month period at the request of

unclaimed deposits inAssuming Ban promptly shall provide to the Corporation schedules of

such form as may be prescribed by the Corporation

24 Employee Benefit Plans Except as provided in Section 412 the Assuming Ban shall have no liabilities obligations or responsibilities under the Failed Bans health care bonus vacation pension profit sharng or stock purchase plans or similar plans if any unless the Receiver and the Assuming Ban agree otherwise subsequent to the date of this Agreement

ARTICLE IIIPURCHASE OF ASSETS

31 Assets Purchased by Assuming Bank Subject to Sections 35 and 36 the Assuming Bank hereby purchases from the Receiver and the Receiver hereby sells assigns

the Receiver transfers conveys and delivers to the Assuming Ban all right title and interest of

in and to all of the following

(a) cash and receivables from depository institutions (including Federal Reserve

Banks and Federal Home Loan Banks) including cash items in the process of

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYD1NB PampA 10 GREELEY COLORADOApril 10 2009

collection plus any accrued interest thereon computed to and including Bank Closing

(b) omitted

(c) omitted

(d) omitted

(e) Loans secured in whole or in par by Assumed Deposits or deposits at other

depository institutions but only such of those Loans which also are listed on Schedule 3 1 (e) if any

(t) omitted

(g) Safe Deposit Boxes and related business and safekeeping business if any subject

to Section 43 44 or 45 respectively

(h) Records and other documents as provided in Section 61

(i) omitted

(j) omitted

(k) assets securing Deposits of public money to the extent not otherwise purchased

hereunder and

(1) overdrafts of customers (including but not limited to overdrafts made pursuant to

an overdraft protection plan or similar extensions of credit in connection with a deposit account)

Schedule 31 attached hereto and incorporated herein sets forth certain categories of Assets Such schedule(s) is based upon the best information available to the Receiver and may be adjusted as provided in Aricle VIII Assets are purchased hereunder by the Assuming Ban subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 21

32 Asset Purchase Price

the Failed Ban subject to an option to purchase by the(a) All Assets and assets of

Assuming Ban shall be purchased for the amount or the amount resulting from the method specified for determining the amount as specified on Schedule 32 except as otherwise may be

the Failed Ban subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 32 or otherwise herein shall be purchased at its Fair Market Value

provided herein Any Asset asset of


(b) Omitted

33 Manner of Conveyance Limited Warranty Nonrecourse Etc THE

CONVEY ANCE OF ALL ASSETS INCLUDING REAL AND PERSONAL PROPERTY INTERESTS PURCHASED BY THE ASSUMING BANK UNER THIS AGREEMENT SHALL BE MADE AS NECESSARY BY RECEIVERS DEED OR RECEIVERS BILL OF SALE AS IS WHERE IS WITHOUT RECOURSE AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT WITHOUT ANY WARNTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS EXPRESS OR IMPLIED WITH RESPECT TO TITLE ENFORCEABILITY COLLECTffILITY DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRACES (IN WHOLE OR IN PART) OR ANY OTHER MATTERS

34 Puts of Assets to the Receiver

(a) Puts Within 30 Days After the Bank Closing Date During the thirty (30)-day

period following the Bank Closing Date and only during such period (which thirty (30)-day the Receiver for any Loan)

period may be extended in writing in the sole absolute discretion of

in accordance with this Section 34 the Assuming Ban shall be entitled to require the Receiver (e) which is not

fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insuffcient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral provided with regard to any Loan secured by an Assumed Deposit no such purchase may be required until any Deposit setoff determination whether voluntar or

to purchase any Loan transferred to the Assuming Bank pursuant to Section 31

the thirty (30)-day period following the Baninvoluntary has been made and at the end of

Closing Date and at that time only in accordance with this Section 34 the Assuming Ban shall be entitled to require the Receiver to purchase any remaining overdraft transferred to the Assuming Bank pursuant to 31(1) which was not made pursuant to an overdraft protection plan or similar extension of credit

Notwithstanding the foregoing the Assuming Bank shall not have the right to require the Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is an Acquired Subsidiar or (ii) the Assuming Bank has

(A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan

(B) taken any action that increased the amount of a Related Liability with

respect to such Loan over the amount of such liability immediately prior to the time of such action

(C) created or permitted to be created any Lien on such Loan which secures

indebtedness for money borrowed or which constitutes a conditional sales agreement capital lease or other title retention agreement

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYDINS PampA 12 GREELEY COLORADOApril 10 2009

(D) entered into agreed to make grant or permit or made granted or permitted any modification or amendment to any waiver or extension with respect to or any renewal refinancing or refunding of such Loan or related Credit Documents or collateral including without limitation any act or omission which diminished such collateral or

(E) sold assigned or transferred all or a portion of such Loan to a third party

(whether with or without recourse)

The Assuming Ban shall transfer all such Loans to the Receiver without recourse and shall indemnify the Receiver against any and all claims of any Person claiming by through or under the Assuming Ban with respect to any such Loan as provided in Section 124

(b) Puts Prior to the Settlement Date During the period from the Ban Closing

Date to and including the Business Day immediately preceding the Settlement Date the Assuming Ban shall be entitled to require the Receiver to purchase any Asset which the

the Ban Assuming Bank can establish is evidenced by forged or stolen instruments as of

Closing Date provided that the Assuming Bank shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming Ban has taken any action referred to in Section 34(a)(ii) with respect to such Asset The Assuming Ban shall transfer all

and such Assets to the Receiver without recourse and shall indemnify the Receiver against any

all claims of any Person claiming by through or under the Assuming Ban with respect to any such Asset as provided in Section 124

(c) Notices to the Receiver In the event that the Assuming Bank elects to require

the Receiver to purchase one or more Assets the Assuming Bank shall deliver to the Receiver a notice (a Put Notice) which shall include

(i) a list of all Assets that the Assuming Bank requires the Receiver to purchase

(ii) a list of all Related Liabilities with respect to the Assets identified pursuant to (i) above and

the estimated Repurchase Price of each Asset identified(iii) a statement of

the applicable Put Datepursuant to (i) above as of

Such notice shall be in the form prescribed by the Receiver or such other form to which the Receiver shall consent As provided in Section 96 the Assuming Ban shall deliver to the Receiver such documents Loan Files and such additional information relating to the subject

the Put Notice as the Receiver may request and shall provide to the Receiver full access to all other relevant books and records matter of

(d) Purchase by Receiver The Receiver shall purchase Loans that are specified in the Put Notice and shall assume Related Liabilities with respect to such Loans and the transfer of such Loans and Related Liabilities shall be effective as of a date determined by the Receiver


the Loan Files which date shall not be later than thirty (30) days after receipt by the Receiver of

with respect to such Loans (the Put Date)

(e) Purchase Price and Payment Date Each Loan purchased by the Receiver

pursuant to this Section 34 shall be purchased at a price equal to the Repurchase Price of such Loan less the Related Liability Amount applicable to such Loan in each case determined as of the applicable Put Date If the difference between such Repurchase Price and such Related Liability Amount is positive then the Receiver shall pay to the Assuming Ban the amount of

the difference between such amounts is negative then the Assuming Bank shall pay to the Receiver the amount of such difference The Assuming Ban or the Receiver as the case may be shall pay the purchase price determined pursuant to this Section 34( e) not later than the twentieth (20th) Business Day following the applicable Put Date together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made

such difference if

(t) Servicing The Assuming Ban shall administer and manage any Asset subject to purchase by the Receiver in accordance with usual and prudent baning standards and business practices until such time as such Asset is purchased by the Receiver

(g) Reversals In the event that the Receiver purchases an Asset (and assumes the

Related Liability) that it is not required to purchase pursuant to this Section 34 the Assuming Ban shall repurchase such Asset (and assume such Related Liability) from the Receiver at a

the Receiver had price computed so as to achieve the same economic result as would apply if

never purchased such Asset pursuant to this Section 34

35 Assets Not Purchased by Assuming Bank The Assuming Ban does not

purchase acquire or assume or (except as otherwise expressly provided in this Agreement) obtain an option to purchase acquire or assume under this Agreement

(a) any financial institution bonds baners blanet bonds or public liability fire orthe Failed Bank or premium

extended coverage insurance policy or any other insurance policy of

refund uneared premium derived from cancellation or any proceeds payable with respect to any of the foregoing

(b) any interest right action claim or judgment against (i) any offcer director

employee accountant attorney or any other Person employed or retained by the Failed Bank or any Subsidiary of the Failed Ban on or prior to the Bank Closing Date arsing out of any act or omission of such Person in such capacity (ii) any underwriter of financial institution bonds

the Failed Ban (iii) any shareholder orbankers blanet bonds or any other insurance policy of

the Failed Bank or (iv) any other Person whose action or inaction may be related to any loss (exclusive of any loss resulting from such Persons failure to pay on a Loan made by the Failed Bank) incurred by the Failed Bank provided that for the purposes hereof the acts omissions or other events giving rise to any such claim shall have occurred on or before the

holding company of

whetherwhen any such claim is discovered and regardless ofBank Closing Date regardless of

any such claim is made with respect to a financial institution bond bankers blanket bond or any the Bank Closing Datethe Failed Bank in force as ofother insurance policy of


(c) prepaid regulatory assessments of the Failed Bank if any

the Failed Bank if any including(d) legal or equitable interests in tax receivables of

the Failed Bank having entered into any agreement or otherwise tax returns or the payment of taxes

any claims arising as a result of

being joined with another Person with respect to the filing of

( e) Federal Reserve Ban and Federal Home Loan Bank stock if any

the Banthe Failed Ban as of (t) amounts reflected on the Accounting Records of

Closing Date as a general or specific loss reserve or contingency account if any

(g) owned and leased Bank Premises and owned and leased Furniture and Equipment

and Fixtures and data processing equipment (including hardware and softare) located on Ban

Premises if any provided that the Assuming Bank does obtain an option under Section 46 Section 47 or Section 48 as the case may be with respect thereto

(h) owned Ban Premises which the Receiver in its discretion determines may contain environmentally hazardous substances

the Failed Ban other (i) any amounts owed to the Failed Ban by any Subsidiary of

than an Acquired Subsidiar

(j) any goodwill as such term is defined in the instructions to the report of

condition prepared by bans examined by the Corporation in accordance with 12 CFR Section 3044 and other intangibles

(k) any security if in the discretion of the Receiver the value of such security either canot be determined or is determined to be zero pursuant to Section 32(b) all private label asset backed securities including but not limited to those listed on Schedule 35(k) and any other security listed on Schedule 35(k) if any and

the Failed Ban (1) any criminal restitution or forfeiture orders issued in favor of

The Assuming Ban only acquires assets and rights as provided in this Agreement The foregoing shall not be construed to imply that any paricular asset or right listed otherwise would have been sold or assigned or that any asset or right not listed is sold or assigned

36 Assets Essential to Receiver

(a) The Receiver may refuse to sell to the Assuming Bank or the Assuming Bank the Receiver set forth in a written notice to the Assuming Ban toagrees at the request of

the Assuming Banks right title andassign transfer convey and deliver to the Receiver all of

interest in and to any Asset or asset essential to the Receiver as determined by the Receiver in its discretion (together with all Credit Documents evidencing or pertaining thereto) which may include any Asset or asset that the Receiver determines to be


the (i) made to an offcer director or other Person engaging in the affairs of

the foregoingFailed Bank its Subsidiaries or Affiliates or any related entities of any of

(ii) the subject of any investigation relating to any claim with respect to any item described in Section 35(a) or (b) or the subject of or potentially the subject of any legal proceedings

(iii) made to a Person who is an Obligor on a loan owned by the Receiver or the Corporation in its corporate capacity or its capacity as receiver of any institution

(iv) secured by collateral which also secures any asset owned by the Receiver or

the Failed Bank not purchased by the Assuming Ban(v) related to any asset of

the Failed Bank not assumed by the Assuming Bank underunder this Aricle II or any liability of

Aricle II

(b) Each such Asset or asset purchased by the Receiver shall be purchased at a price

equal to the Repurchase Price thereof less the Related Liability Amount with respect to any Related Liabilities related to such Asset or asset in each case determined as of the date of the notice provided by the Receiver pursuant to Section 36(a) The Receiver shall pay the Assuming

related CreditBan not later than the twentieth (20th) Business Day following receipt of

Documents and Loan Files together with interest on such amount at the Settlement Interest Rate for the period from and including the date of receipt of such documents to and including the day preceding the day on which payment is made The Assuming Ban agrees to administer and manage each such Asset or asset in accordance with usual and prudent banking standards and business practices until each such Loan is purchased by the Receiver All transfers with respect to Loans under this Section 36 shall be made as provided in Section 96 The Assuming Ban shall transfer all such Assets or assets and Related Liabilities to the Receiver without recourse and shall indemnify the Receiver against any and all claims of any Person claiming by through or under the Assuming Bank with respect to any such Asset or asset as provided in Section 124

ARTICLE IV ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS

The Assuming Ban agrees with the Receiver and the Corporation as follows

41 Continuation of Banking Business The Assuming Bank agrees to provide full

the Failed Ban commencing on the first baning business day (including a Saturday) after Bank Closing and to maintain such presence until it has received service baning in the trade area of

all necessar regulatory approvals to cease providing such banking services in the trade area At the option of the Assuming Bank such banking services may be provided at any or all of the Bank Premises or at other premises within such trade area


42 Omitted

43 Agreement with Respect to Safe Deposit Business Until such time as the Corporation shall wind up the affairs of the Assuming Bank the Assuming Ban assumes and agrees to discharge from and after the Bank Closing Date in the usual course of conducting a

the Failed Ban with respect to all Safe Depositbanking business the duties and obligations of

Boxes if any of the Failed Bank and to maintain all of the necessar facilities for the use of such boxes by the renters thereof during the period for which such boxes have been rented and the rent

the rental agreements between thetherefor paid to the Failed Ban subject to the provisions of

Failed Bank and the respective renters of such boxes provided that the Assuming Baringnk maythe Assuming Ban locatedthe Failed Bank to any offce ofrelocate the Safe Deposit Boxes of

the Failed Ban Fees related to the safe deposit business eared prior to the the Receiver and fees earned after the Ban Closing

in the trade area of

Ban Closing Date shall be for the benefit of

Date shall be for the benefit of the Assuming Ban

44 Agreement with Respect to Safekeeping Business The Receiver transfers conveys and delivers to the Assuming Bank and the Assuming Bank accepts all securities and other items if any held by the Failed Bank in safekeeping for its customers as of the Ban Closing Date Until such time as the Corporation shall wind up the affairs of the Assuming Ban the Assuming Bank assumes and agrees to honor and discharge from and after the Ban

the Failed Bank with respect to such securities andClosing Date the duties and obligations of

items held in safekeeping The Assuming Bank shall be entitled to all rights and benefits heretofore accrued or hereafter accruing with respect thereto provided that fees related to the

the safe keeping business eared prior to the Bank Closing Date shall be for the benefit of

the AssumingReceiver and fees earned after the Bank Closing Date shall be for the benefit of

Ban The Assuming Bank shall provide to the Receiver written verification of all assets held by the Failed Bank for safekeeping within sixty (60) days after the Ban Closing Date

45 Omitted

46 Agreement with Respect to Bank Premises

(a) Option to Purchase Subject to Section 35 the Receiver hereby grants to theninety (90) days commencing the day after

Assuming Bank an exclusive option for the period of

the Ban Closing Date to purchase any or all owned Bank Premises The Assuming Ban shall give written notice to the Receiver within the option period of its election to purchase or not topurchase any of the owned Bank Premises Any purchase of such premises shall be effective asof the Bank Closing Date and such purchase shall be consummated as soon as practicablethereafter and in no event later than the Settlement Date

(b) Option to Lease The Receiver hereby grants to the Assuming Ban an exclusive

option for the period of ninety (90) days commencing the day after the Ban Closing Date to cause the Receiver to assign to the Assuming Bank any or all leases for leased Bank Premises if any which have been continuously occupied by the Assuming Bank from the Bank Closing Date

the leases with respect thereto to the extent suchto the date it elects to accept an assignment of

leases can be assigned provided that the exercise of this option with respect to any lease must be


as to all premises or other property subject to the lease If an assignment cannot be made of any such leases the Receiver may in its discretion enter into subleases with the Assuming Ban containing the same terms and conditions provided under such existing leases for such leased Bank Premises or other property The Assuming Bank shall give notice to the Receiver within the option period of its election to accept or not to accept an assignent of any or all leases (or enter into subleases or new leases in lieu thereot) The Assuming Bank agrees to assume all leases assigned (or enter into subleases or new leases in lieu thereot) pursuant to this Section 46

(c) Faciltation The Receiver agrees to facilitate the assumption assignent or

sublease of leases or the negotiation of new leases by the Assuming Ban provided that neither the Receiver nor the Corporation shall be obligated to engage in litigation make payments to the Assuming Ban or to any third pary in connection with facilitating any such assumption assignent sublease or negotiation or commit to any other obligations to third paries

(d) Occupancy The Assuming Bank shall give the Receiver fifteen (15) days prior notice of its intention to vacate prior to vacating any leased Ban Premises with respect to which the Assuming Bank has not exercised the option provided in Section 46(b) Any such notice shall be deemed to terminate the Assuming Banks option with respect to such leased Ban Premises

(e) Occupancy Costs

(i) The Assuming Bank agrees to pay to the Receiver or to appropriate third the Receiver during and for the period of any occupancy by it of (x)

owned Bank Premises the market rental value and all operating costs and (y) leased Ban Premises all operating costs with respect thereto and to comply with all relevant terms of applicable leases entered into by the Failed Ban including without limitation the timely payment of all rent Operating costs include without limitation all taxes fees charges utilities insurance and assessments to the extent not included in the rental value or rent If the Assuming Ban elects to purchase any owned Bank Premises in accordance with Section 46(a) the amount of any rent paid (and taxes paid to the Receiver which have not been paid to the taxing authority and for which the Assuming Bank assumes liability) by the Assuming Bank with respect thereto shall be applied as an offset against the purchase price thereof

paries at the direction of

(ii) The Assuming Ban agrees during the period of occupancy by it of owned or leased Ban Premises to pay to the Receiver rent for the use of all owned or leased Furniture and Equipment and all owned or leased Fixtures located on such Bank Premiseacutes for the period of such occupancy Rent for such property owned by the Failed Bank shall be the market rental value thereof as determined by the Receiver within sixty (60) days after the Bank Closing Date Rent for such leased property shall be an amount equal to any and all rent and other amounts which the Receiver incurs or accrues as an obligation or is obligated to pay for such period of

the Assumingoccupancy pursuant to all leases and contracts with respect to such property If

Bank purchases any owned Furniture and Equipment or owned Fixtures in accordance with Section 46(t) or 46(h) the amount of any rents paid by the Assuming Bank with respect thereto shall be applied as an offset against the purchase price thereof


the (t) Certain Requirements as to Furniture Equipment and Fixtures If

Assuming Bank purchases owned Ban Premises or accepts an assignent of the lease (or enters into a sublease or a new lease in lieu thereot) for leased Bank Premises as provided in Section

the Assuming Bank does not exercise such option but within twelve (12) months following the Bank Closing Date obtains the right to occupy such premises (whether by 46(a) or 46(b) or if

assignent lease sublease purchase or otherwise) other than in accordance with Section 46(a)the Bank Closing Date purchasethe date of

or (b) the Assuming Bank shall (i) effective as of

from the Receiver all Furniture and Equipment and Fixtures owned by the Failed Ban andthe leases

the Ban Closing Date (ii) accept an assignent or a sublease oflocated thereon as of

or negotiate new leases for all Furniture and Equipment and Fixtures leased by the Failed Ban and located thereon and (iii) if applicable accept an assignent or a sublease of any ground lease or negotiate a new ground lease with respect to any land on which such Ban Premises are located provided that the Receiver shall not have disposed of such Furniture and Equipment and Fixtures or repudiated the leases specified in clause (ii) or (iii)

(g) Vacating Premises

the Assuming Bank elects not to purchase any owned Ban Premises the(i) If

notice of such election in accordance with Section 46( a) shall specify the date upon which the Assuming Bans occupancy of such premises shall terminate which date shall not be later than ninety (90) days after the date of the Assuming Bans notice not to exercise such option The Assuming Ban promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at the Ban Closing Date normal wear and tear excepted By occupying any such premises after the expiration of such ninety (90)-day period the Assuming Bank shall at the Receivers option (x) be deemed to have agreed to purchase such Bank Premises and to assume all leases obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Ban and located on such premises as of the Bank Closing Date

(ii) If the Assuming Ban elects not to accept an assignent of the lease or sublease any leased Ban Premises the notice of such election in accordance with Section 46(b) shall specify the date upon which the Assuming Bans occupancy of such leased Ban Premises shall terminate which date shall not be later than the date which is one hundred eighty (180) days after the Bank Closing Date Upon vacating such premises the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at the Bank Closing Date normal wear and tear excepted By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 46(b) or by occupying such premises after the one hundred eighty (180)-day period specified above in this paragraph (ii) the Assuming

leases obligations andBank shall at the Receivers option (x) be deemed to have assumed all

liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located) and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 46 (unless the Receiver previously repudiated any such


lease) and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the the Bank Closing Date

Failed Bank and located on such premises as of

(h) Furniture and Eauipment and Certain Other Eauipment The Receiverthe Banthe date of hereby grants to the Assuming Bank an option to purchase effective as of

Closing Date all Furniture and Equipment or any telecommunications data processing equipment (including hardware and softare) and check processing and similar operating equipment owned by the Failed Ban and located at any owned or leased Bank Premises that the Assuming Bank elects to vacate or which it could have but did not occupy pursuant to this Section 46 provided that the Assuming Bank shall give the Receiver notice of its election to purchase such property at the time it gives notice of its intention to vacate such Ban Premises or within ten (10) days after the Ban Closing Date for Ban Premises it could have but did not occupy

47 Agreement with Respect to Leased Data Processing Equipment

(a) The Receiver hereby grants to the Assuming Bank an exclusive option for the

period of ninety (90) days commencing the day after the Bank Closing Date to accept an assignent from the Receiver of any or all Data Processing Leases to the extent that such Data Processing Leases can be assigned

(b) The Assuming Bank shall (i) give written notice to the Receiver within the option period specified in Section 47(a) of its intent to accept an assignent or sublease of any or all Data Processing Leases and promptly accept an assignent or sublease of such Data Processing Leases and (ii) give written notice to the appropriate lessor(s) that it has accepted an assignent or sublease of any such Data Processing Leases

Data Processing(c) The Receiver agrees to facilitate the assignent or sublease of

Leases or the negotiation of new leases or license agreements by the Assuming Ban provided that neither the Receiver nor the Corporation shall be obligated to engage in litigation or make payments to the Assuming Bank or to any third party in connection with facilitating any such assumption assignent sublease or negotiation

use of any property subject to a(d) The Assuming Bank agrees during its period of

the Data Processing Lease to pay to the Receiver or to appropriate third paries at the direction of

the Receiver all operating costs with respect thereto and to comply with all relevant terms of

applicable Data Processing Leases entered into by the Failed Ban including without limitation the timely payment of all rent taxes fees charges utilities insurance and assessments

(e) The Assuming Bank shall not later than fifty (50) days after giving the notice provided in Section 47(b) (i) relinquish and release to the Receiver all property subject to the relevant Data Processing Lease in the same condition as at the Bank Closing Date normal wear and tear excepted or (ii) accept an assignent or a sublease thereof or negotiate a new lease or license agreement under this Section 47

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYDINB PampA 20 GREELEY COLORADOApril 10 2009

48 Agreement with Respect to Certain Existing Agreements

Section 48(b) with respect to agreements existing as(a) Subject to the provisions of

of the Ban Closing Date which provide for the rendering of services by or to the Failed Bank within thirty (30) days after the Bank Closing Date the Assuming Bank shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement Except as may be otherwise provided in this Aricle IV the Assuming Bank agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on (i) in the case of an agreement that provides for the rendering of services by the Failed Ban the date which is ninety (90) days after the Ban Closing Date and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank the date which is thirty (30) days after the Assuming Bank has given notice to the Receiver of its election not to assume such agreement provided that the Receiver can reasonably make such service agreements available to the Assuming Bank The Assuming Ban shall be deemed by the Receiver to have assumed agreements for which no notification is timely given The Receiver agrees to assign transfer convey and deliver to the Assuming Ban all right title and interest of the Receiver if any in and to agreements the Assuming Ban assumes hereunder In the event the Assuming Bank elects not to accept an assignent of any lease (or sublease) or negotiate a new lease for leased Ban Premises under Section 46 and does not otherwise occupy such

this Section 48(a) shall not apply to service agreements related topremises the provisions of

such premises The Assuming Bank agrees during the period it has the use or benefit of any such agreement promptly to pay to the Receiver or to appropriate third paries at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement

(b) The provisions of Section 48( a) shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Ban by others (ii) agreements that are subject to Sections 41 through 47 and any insurance policy or bond referred to in Section 35(a) or other agreement specified in Section 35 and (iii) consulting management or employment agreements if any between the Failed Bank and its employees or other Persons Except as otherwise expressly set forth elsewhere in this Agreement the Assuming Bank does not assume any liabilities or acquire any rights under any of the agreements described in this Section 48(b)

49 Informational Tax Reporting Until such time as the Corporation shall wind upthe

the affairs of the Assuming Ban the Assuming Bank agrees to perform all obligations of

Failed Bank with respect to Federal and State income tax informational reporting related to (i) the Assets and the Liabilities Assumed (ii) deposit accounts that were closed and loans that were paid off or collateral obtained with respect thereto prior to the Bank Closing Date (iii)

the Failed Bank and (iv) any other asset or liabilitymiscellaneous payments made to vendors of

of the Failed Bank including without limitation loans not purchased and Deposits not assumed by the Assuming Bank as may be required by the Receiver

410 Omitted (Insurance The Assuming Bank agrees to obtain insurance coverage effective from and after the Bank Closing Date including public liabilty fire and extended coverage insurance acceptable to the Receiver with respect to owned or leased


Bank Premises that it occupies and all owned or leased Furniture and Equipment and Fixtures and leased data processing equipment (including hardware and software) located thereon in the event such insurance coverage is not already in force and effect with respect to the Assuming Bank as the insured as of the Bank Closing Date All such insurance shall where appropriate (as determined by the Receiver) name the Receiver as an additional insured)

411 Services for Receiver and Corporation For the period commencing on the day

following Bank Closing and ending on the one hundred eightieth (180th) day thereafter the Assuming Ban agrees to provide to the Receiver and the Corporation without charge adequate and suitable offce space (including parking facilities and vault space) furniture equipment (including photocopying and telecopying machines) email accounts network access and technology resources (such as shared drive) and utilities (including local telephone service and fax machines) at the Ban Premises occupied by the Assuming Bank for their use in the

their respective functions with respect to the Failed Ban In the event the Receiverdischarge of

and the Corporation determine that the space provided is inadequate or unsuitable the Receiver and the Corporation may relocate to other quarers having adequate and suitable space and the costs of relocation and any rental and utility costs for the balance of the period of occupancy by the Receiver and the Corporation shall be borne by the Assuming Bank Additionally the Assuming Bank agrees to pay such bills and invoices on behalf of the Receiver and Corporation as the Receiver or Corporation may direct for the period beginning on the date of Bank Closing and ending on Settlement Date Assuming Ban shall submit it requests for reimbursement of

this Agreementsuch expenditures pursuant to Aricle VII of

412 Omitted

413 Omitted

414 Omitted

415 Agreement with Respect to Expenses Notwithstanding anything to the contrar ninety (90) days commencing the day after Bank Closing (the

Free Rent Period) the Receiver agrees to pay the overhead expenses as determined by the Receiver for owned and leased Bank Premises which includes all taxes lease payments (real and for Furniture and Equipment and leased Fixtures utilities and Failed Ban employee and data processing costs associated with any Bank Premises However the Assuming Bank shall be

in this Agreement for the period of

responsible for providing its own insurance covering its occupancy of any Ban Premises including without any limitation that required by Section 410 hereof Furthermore the cost associated with any Assuming Bank employees shall not be included in any calculation of overhead expenses At the conclusion of the Free Rent Period this Section 415 shall have no further force or effect

416 Agreement with Respect to Accounting and Data Processing Services The Receiver shall pay all normal accounting and data processing related expenses and provide these services to the Assuming Bank Until such time as the Corporation shall wind up the affairs of the Assuming Bank the Assuming Bank agrees to pay the Receiver $600 per non-zero balance


the last business deposit and loan account per month for each account that is on the system as of

the month up to and including the date the Assuming Bank affairs are wound up The services and reports will be consistent with those provided by the Failed Ban prior to failure

the normal costs and shall be the Assuming Bans sole

day of

The following expenses are not part of

responsibility

(a) Special or additional projects that the Assuming Ban requests

(b) Expenses related to the conversion of data from the failed bans system to another system

The Receiver may assign its responsibilities for Accounting and data processing

ARTICLE VDUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK

51 Payment of Checks Drafts and Orders Subject to Section 95 the Assuming Ban agrees to pay all properly drawn checks drafts and withdrawal orders of depositors of the Failed Bank presented for payment whether drawn on the check or draft forms provided by the

the Failed Ban or by the Assuming Ban to the extent that the Deposit balances to the credit of

respective makers or drawers assumed by the Assuming Ban under this Agreement are suffcient to permit the payment thereof and in all other respects to discharge in the usual course

the Failed Ban with respect toof conducting a baning business the duties and obligations of

the Failed Bank assumed by thethe Deposit balances due and owing to the depositors of

Assuming Ban under this Agreement

52 Certain Agreements Related to Deposits Subject to Section 22 the Assuming Ban agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Ban pursuant to this Agreement

53 Notice to Depositors

(a) Within seven (7) days after the Ban Closing Date the Assuming Ban shall give its assumption of the Deposit liabilities of the Failed

the Failed Ban of (i) notice to depositors of

Ban and (ii) any notice required under Section 22 by mailing to each such depositor a notice with respect to such assumption and by advertising in a newspaper of general circulation in the county or counties in which the Failed Ban was located The Assuming Bank agrees that it will obtain prior approval of all such notices and advertisements from counsel for the Receiver and that such notices and advertisements shall not be mailed or published until such approval is received

the Failed Bank (b) The Assuming Ban shall give notice by mail to depositors of

concerning the procedures to claim their deposits which notice shall be provided to the


Assuming Bank by the Receiver or the Corporation Such notice shall be included with the notice to depositors to be mailed by the Assuming Bank pursuant to Section 53(a)

(c) If the Assuming Ban proposes to charge fees different from those charged by thethe

Failed Bank before it establishes new deposit account relationships with the depositors of

Failed Ban the Assuming Ban shall give notice by mail of such changed fees to such depositors

ARTICLE VI RECORDS

61 Transfer of Records

(a) In accordance with Section 31 the Receiver assigns transfers conveys and the

delivers to the Assuming Ban the following Records pertaining to the Deposit liabilities of

Failed Ban assumed by the Assuming Ban under this Agreement except as provided in Section 64

(i) signature cards orders contracts between the Failed Bank and its depositors and Records of similar character

(ii) passbooks of depositors held by the Failed Ban deposit slips cancelled checks and withdrawal orders representing charges to accounts of depositors

and the following Records pertaining to the Assets

(iii) records of deposit balances carred with other banks bankers or trust companIes

(iv) omitted

(v) omitted

(vi) signature cards agreements and records pertaining to Safe Deposit Boxes if any and

(vii) omitted

(b) Omitted

62 Delivery of Assigned Records The Receiver shall deliver to the Assuming Ban this

all Records described in (i) Section 61(a) as soon as practicable on or after the date of

Agreement and (ii) Section 61 (b) as soon as practicable after making any assignment described therein


63 Preservation of Records The Assuming Bank agrees that it will preserve and the Receiver the Corporation and the Assuming Bank allmaintain for the joint benefit of

which it has custody for such period as either the Receiver or the Corporation in its discretion may require until directed otherwise in writing by the Receiver or Corporation The Assuming Bank shall have the primary responsibility to respond to subpoenas discovery

which it has custody

Records of

requests and other similar offcial inquiries with respect to the Records of

64 Access to Records Copies The Assuming Ban agrees to permit the Receiver which the Assuming Ban has custody and to useand the Corporation access to all Records of

inspect make extracts from or request copies of any such Records in the manner and to the the Receiver or the Corporation any

extent requested and to duplicate in the discretion of

Record in the form of microfilm or microfiche pertaining to Deposit account relationships provided that in the event that the Failed Bank maintained one or more duplicate copies of such microfim or microfiche Records the Assuming Bank hereby assigns transfers and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Aricle VI as soon as practicable on or after the date of this Agreement The pary requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable as determined by the Receiver) for providing such duplicate Records A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof

ARTICLE VIIPAYMENTS

On the Payment Date the Corporation will pay to the Assuming Bank the Initial the Payment Date is not the day following the

Payment together with interest on such amount (if

the Bank Closing Date) from and including the day following the Ban Closing Date today of

and including the day preceding the Payment Date at the Settlement Interest Rate Before the Assuming Bank is wound down pursuant to 12 USc 1821 (m)(18) or transferred to another institution pursuant to 12 USc 1821 (m)(17) the Corporation may provide further funds to the

the Assuming Bank pursuant to 12 USc 1821(m)(13) Upon the winding up and termination of

the Assuming Bank shall be transferred toAssuming Bank any remaining assets or liabilities of

the Corporation

ARTICLE VIIIADJUSTMENTS

the Initial Payment81 Pro Forma Statement It is understood that the determination of

the Liabilities Assumed and the Assets at the Ban Closing Date The Receiver as soon as practicable after the Bank Closing Date in accordance with the best information then available shall provide to the Assuming Bank a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary Such pro

is based on the Receivers best estimate of


forma statement shall take into account to the extent possible (i) liabilities and assets of a nature similar to those contemplated by Section 21 or Section 31 respectively which at the Bank

the Ban Closing Date were cared in the Failed Banks suspense accounts (ii) accruals as of

the Failed Ban acquired by theClosing Date for all income related to the assets and business of

Assuming Bank hereunder whether or not such accruals were reflected on the Accounting its operations and (iii) adjustments to

determine the Book Value of any investment in an Acquired Subsidiar and related accounts on the Failed Ban based on the equity method of

Records of the Failed Bank in the normal course of

the ban only (unconsolidated) balance sheet of

accounting whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries except that the resulting amount cannot be less than the Acquired Subsidiars

the recorded equity as of the Ban Closing Date as reflected on the Accounting Records of

Acquired Subsidiar Any Loan purchased by the Assuming Bank pursuant to Section 31 which the Failed Ban charged off shall be deemed not to be charged off for the purposes of the pro forma statement and the purchase price shall be determined pursuant to Section 32

82 Correction of Errors and Omissions Other Liabilties

(a) In the event any bookkeeping omissions or errors are discovered in preparng any

pro forma statement or in completing the transfers and assumptions contemplated hereby the paries hereto agree to correct such errors and omissions it being understood that as far as practicable all adjustments will be made consistent with the judgments methods policies or accounting principles utilized by the Failed Ban in preparng and maintaining Accounting Records except that adjustments made pursuant to this Section 82(a) are not intended to bring

the Failed Bank into accordance with generally accepted accounting principles the Accounting Records of

this Agreement thatthe Receiver discovers at any time subsequent to the date of

(b) If

any claim exists against the Failed Bank which is of such a nature that it would have been included in the liabilities assumed under Aricle II had the existence of such claim or the facts giving rise thereto been known as ofthe Ban Closing Date the Receiver may in its discretion at any time require that such claim be assumed by the Assuming Ban in a manner consistent

this Agreement The Receiver will make appropriate adjustments to the pro forma statement provided by the Receiver to the Assuming Bank pursuant to Section 81 as may with the intent of

be necessar

83 Payments The Receiver agrees to cause to be paid to the Assuming Ban or the Assuming Bank agrees to pay to the Receiver as the case may be on the Settlement Date a payment in an amount which reflects net adjustments (including any costs expenses and fees

value as provided in this Agreement) made pursuant to Sectionassociated with determinations of

81 or Section 82 plus interest as provided in Section 84 The Receiver and the Assuming Ban agree to effect on the Settlement Date any further transfer of assets to or assumption of liabilities or claims by the Assuming Bank as may be necessary in accordance with Section 81 or Section 82


84 Interest Any amounts paid under Section 83 or Section 85 shall bear interest

for the period from and including the day following the Bank Closing Date to and including the day preceding the payment at the Settlement Interest Rate

85 Subsequent Adjustments In the event that the Assuming Bank or the Receiver discovers any errors or omissions as contemplated by Section 82 or any error with respect to the payment made under Section 83 after the Settlement Date the Assuming Ban and the Receiver agree to promptly correct any such errors or omissions make any payments and effect any transfers or assumptions as may be necessary to reflect any such correction plus interest as provided in Section 84

ARTICLE IX CONTINUING COOPERATION

91 General Matters The paries hereto agree that they will in good faith and with their best efforts cooperate with each other to carr out the transactions contemplated by this Agreement and to effect the purposes hereof

92 Additional Title Documents The Receiver the Corporation and the Assuming

Ban each agree at any time and from time to time upon the request of any party hereto to execute and deliver such additional instruments and documents of conveyance as shall be reasonably necessar to vest in the appropriate party its full legal or equitable title in and to the property transferred pursuant to this Agreement or to be transferred in accordance herewith The Assuming Bank shall prepare such instruments and documents of conveyance (in form and substance satisfactory to the Receiver) as shall be necessar to vest title to the Assets in the Assuming Bank The Assuming Ban shall be responsible for recording such instruments and documents of conveyance at its own expense

93 Claims and Suits

(a) The Receiver shall have the right in its discretion to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Ban in the same manner and to the same extent as provided in Aricle XII and (ii) defend or settle any claim or suit against the Assuming Ban with respect to any Liability Assumed which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement or which existed against the Failed Bank on or before the Bank Closing Date The exercise by the Receiver of any rights under this Section 93(a) shall not release the Assuming Ban with respect to any of its obligations under this Agreement

(b) In the event any action at law or in equity shall be instituted by any Person againstthe Failed Bank

the Receiver and the Corporation as codefendants with respect to any asset of

retained or acquired pursuant to this Agreement by the Receiver the Receiver agrees at the the Corporation to join with the Corporation in a petition to remove the action to the

United States District Court for the proper district The Receiver agrees to institute with or without joinder of the Corporation as coplaintiff any action with respect to any such retained or

request of


acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver

94 Payment of Deposits In the event any depositor does not accept the obligation the Failed Bank assumed by the Assuming

Bank pursuant to this Agreement and asserts a claim against the Receiver for all or any portion of any such Deposit liability the Assuming Bank agrees on demand to provide to the Receiver

the Deposit liability reflected on

of the Assuming Ban to pay any Deposit liability of

funds suffcient to pay such claim in an amount not in excess of

the books of the Assuming Ban at the time such claim is made Upon payment by the Assuming Ban to the Receiver of such amount the Assuming Bank shall be discharged from any further obligation under this Agreement to pay to any such depositor the amount of such Deposit liability paid to the Receiver

95 Withheld Payments At any time the Receiver or the Corporation may in its discretion determine that all or any portion of any deposit balance assumed by the Assuming Ban pursuant to this Agreement does not constitute a Deposit (or otherwise in its discretion

the Receiver or Corporation to withhold all or any portion of any deposit) and may direct the Assuming Ban to withhold payment of all or any portion of any such deposit balance Upon such direction the Assuming Ban agrees to hold such deposit and not to make any payment of such deposit balance to or on behalf of the depositor or to itself

determine that it is the best interest of

transfer set-off or otherwise The Assuming Ban agrees to maintain the withheld payment status of any such deposit balance until directed in writing by the Receiver

the Receiver or the Corporation the

whether by way of

or the Corporation as to its disposition At the direction of

Assuming Ban shall return all or any portion of such deposit balance to the Receiver or the Corporation as appropriate and thereupon the Assuming Ban shall be discharged from any further liability to such depositor with respect to such returned deposit balance If such deposit balance has been paid to the depositor prior to a demand for return by the Corporation or the Receiver and payment of such deposit balance had not been previously withheld pursuant to this Section the Assuming Ban shall not be obligated to return such deposit balance to the Receiver or the Corporation The Assuming Bank shall be obligated to reimburse the Corporation or the Receiver as the case may be for the amount of any deposit balance or portion thereof paid by the Assuming Bank in contravention of any previous direction to withhold payment of such deposit

which was withheld pursuant to thisbalance or return such deposit balance the payment of

Section

96 Proceedings with Respect to Certain Assets and Liabilties

(a) In connection with any investigation proceeding or other matter with respect to

the Failed Bank retained by the Receiver or any asset of the Failed Bank any asset or liability of

acquired by the Receiver pursuant to this Agreement the Assuming Bank shall cooperate to the extent reasonably required by the Receiver


(b) In addition to its obligations under Section 64 the Assuming Bank shall provide

representatives of the Receiver access at reasonable times and locations without other limitation the Acquired

or qualification to (i) its directors offcers employees and agents and those of

the Acquired SubsidiariesSubsidiaries and (ii) its books and records the books and records of

books records and Loan Files shall be providedand all Loan Files and copies thereof Copies of

by the Assuming Bank as requested by the Receiver and the costs of duplication thereof shall be borne by the Receiver

(c) Not later than ten (10) days after the Put Notice pursuant to Section 34 or the date of the notice of transfer of any Loan by the Assuming Ban to the Receiver pursuant to Section 36 the Assuming Bank shall deliver to the Receiver such documents with respect to such Loan as the Receiver may request including without limitation the following (i) all related Credit Documents (other than certificates notices and other ancillary documents) (ii) a certificate setting forth the principal amount on the date of the transfer and the amount of interest fees and other charges then accrued and unpaid thereon and any restrictions on transfer to which any such Loan is subject and (iii) all Loan Files and all documents microfiche microfim and computer records (including but not limited to magnetic tape disc storage card forms and printed copy) maintained by owned by or in the possession of the Assuming Bank or any Affliate of the Assuming Ban relating to the transferred Loan

97 Information The Assuming Ban promptly shall provide to the Corporation such other information including financial statements and computations relating to the performance of the provisions of this Agreement as the Corporation or the Receiver may request

the Failedthe Receiver make available employees offrom time to time and at the request of

Bank employed or retained by the Assuming Ban to assist in preparation of the pro forma statement pursuant to Section 81

X CONDITION PRECEDENT

ARTICLE

the paries to this Agreement are subject to the Receiver and the Corporation having received at or before the Ban Closing Date evidence reasonably satisfactory to each of any necessar approval waiver or other action by any governental authority the board of directors of the Assuming Ban or other third pary with respect to this Agreement and

the Failed Ban and the appointment of the

The obligations of

the transactions contemplated hereby the closing of

the Assuming Ban and any agreements documents matters orReceiver the charering of

proceedings contemplated hereby or thereby

ARTICLE XI REPRESENTATIONS AND WARRNTIES OF THE ASSUMING BANK

The Assuming Bank represents and warrants to the Corporation and the Receiver asfollows


(a) Corporate Existence and Authority The Assuming Bank (i) is duly organized validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it and (ii) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder The Assuming Ban has taken all necessar corporate action to authorize the execution delivery and performance of this Agreement and the

the transactions contemplated herebyperformance of

(b) Third Party Consents No governental authority or other third pary consents (including but not limited to approvals licenses registrations or declarations) are required in connection with the execution delivery or performance by the Assuming Bank of this Agreement other than such consents as have been duly obtained and are in full force and effect

(c) Execution and Enforceabilty This Agreement has been duly executed and

delivered by the Assuming Bank and when this Agreement has been duly authorized executed and delivered by the Corporation and the Receiver this Agreement will constitute the legal valid

the Assuming Ban enforceable in accordance with its termsand binding obligation of

(d) Compliance with Law

(i) Neither the Assuming Bank nor any of its Subsidiaries is in violation of any statute regulation order decision judgment or decree of or any restriction imposed by the United States of America any State municipality or other political subdivision or any agency of

jurisdiction over the Assuming Banany of the foregoing or any court or other tribunal having

or any of its Subsidiares or any assets of any such Person or any foreign governent or agencythe Assumingthe business of

thereof having such jurisdiction with respect to the conduct of

Bank or of any of its Subsidiaries or the ownership of the properties of the Assuming Ban or any of its Subsidiaries which either individually or in the aggregate with all other such violations would materially and adversely affect the business operations or condition (financial

the Assuming Ban to perform satisfy oror otherwise) of the Assuming Ban or the ability of

observe any obligation or condition under this Agreement

(ii) Neither the execution and delivery nor the performance by the Assuming Ban of this Agreement will result in any violation by the Assuming Bank of or be in conflict with anyprovision of any applicable law or regulation or any order wrt or decree of any court orgovernental authority

e) Representations Remain True The Assuming Bank represents and warrants

that it has executed and delivered to the Corporation a Purchaser Eligibility Certification and Confidentiality Agreement and that all information provided and representations made by or on behalf of the Assuming Bank in connection with this Agreement and the transactions contemplated hereby including but not limited to the Purchaser Eligibility Certification and Confidentiality Agreement (which are affrmed and ratified hereby) are and remain true and correct in all material respects and do not fail to state any fact required to make the information contained therein not misleading


ARTICLE XIIINDEMNIFICATION

121 Indemnifcation of Indemnitees From and after the Ban Closing Date and subject to the limitations set forth in this Section and Section 126 and compliance by the Indemnitees with Section 122 the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs losses liabilities expenses (including attorneys fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 122 judgments fines and amounts paid in settlement actually and reasonably incurred in

the Failed Bank that are not connection with claims against any Indemnitee based on liabilities of

assumed by the Assuming Bank pursuant to this Agreement or subsequent to the executionthe Assuming Ban for which

hereof by the Assuming Ban or any Subsidiar or Affliate of

this Section 121 subject to certain exclusions asindemnification is provided hereunder in (a) of

provided in (b) of this Section 121

(a)

(1) claims based on the rights of any shareholder or former shareholder as such ofthe Failed Ban

(x) the Failed Bank or (y) any Subsidiar or Affliate of

the Failed Ban or anyany creditor as such of(2) claims based on the rights of

the Failed Ban with respect tocreditor as such of any director offcer employee or agent of

the Failed Bank arsing prior to the Ban Closing Dateany indebtedness or other obligation of

(3) claims based on the rights of any present or former director offcer employee or agent as such of the Failed Bank or of any Subsidiar or Affliate of the Failed Bank

the (4) claims based on any action or inaction prior to the Ban Closing Date of

Failed Bank its directors offcers employees or agents as such or any Subsidiar or Affiliate of the Failed Ban or the directors offcers employees or agents as such of such Subsidiar or Affiliate

the Failed (5) claims based on any malfeasance misfeasance or nonfeasance of

the Failed Ban its directors offcers employees or agents with respect to the trust business of

Ban if any

(6) claims based on any failure or alleged failure (not in violation oflaw) by the Assuming Ban to continue to perform any service or activity previously performed by the Failed Ban which the Assuming Bank is not required to perform pursuant to this Agreement or which arise under any contract to which the Failed Bank was a pary which the Assuming Ban elected not to assume in accordance with this Agreement and which neither the Assuming Ban nor any

the Assuming Bank has assumed subsequent to the execution hereofSubsidiar or Affiliate of

(7) claims arising from any action or inaction of any Indemnitee including for

purposes of this Section 121 (a)(7) the former offcers or employees of the Failed Bank or of any


the the Failed Bank that is taken upon the specific written direction ofSubsidiar or Affiliate of

Corporation or the Receiver other than any action or inaction taken in a maner constituting bad faith gross negligence or willful misconduct and

(8) claims based on the rights of any depositor of the Failed Bank whose deposit has been accorded withheld payment status andor returned to the Receiver or Corporation in accordance with Section 95 andor has become an unclaimed deposit or has been returned to the Corporation or the Receiver in accordance with Section 23

(b) provided that with respect to this Agreement except for paragraphs (7) and (8)

of Section 121 (a) no indemnification will be provided under this Agreement for any

(1) judgment or fine against or any amount paid in settlement (without the the Receiver) by any Indemnitee in connection with any action that seeks

damages against any Indemnitee (a counterclaim) arising with respect to any Asset and based on any action or inaction of either the Failed Bank its directors offcers employees or agents as such prior to the Ban Closing Date unless any such judgment fine or amount paid in settlement exceeds the greater of (i) the Repurchase Price of such Asset or (ii) the monetar recovery sought on such Asset by the Assuming Ban in the cause of action from which the counterclaim arses and in such event the Receiver will provide indemnification only in the amount of such excess and no indemnification will be provided for any costs or expenses other than any costs or

the Receiver have been

written approval of

expenses (including attorneys fees) which in the determination of

actually and reasonably incurred by such Indemnitee in connection with the defense of any such counterclaim and it is expressly agreed that the Receiver reserves the right to intervene in its

the Receiver in the defense of any suchdiscretion on its behalf andor on behalf of

counterclaim

the Failed Ban that is (2) claims with respect to any liability or obligation of

expressly assumed by the Assuming Ban pursuant to this Agreement or subsequent to thethe Assuming Ban

execution hereof by the Assuming Ban or any Subsidiary or Affiliate of

the Failed Ban to any present or former(3) claims with respect to any liability of

employee as such of the Failed Bank or of any Subsidiary or Affliate of the Failed Bank which liability is expressly assumed by the Assuming Ban pursuant to this Agreement or subsequent to

the Assuming Bankby the Assuming Bank or any Subsidiary or Affiliate ofthe execution hereof

(4) claims based on the failure of any Indemnitee to seek recovery of damagesthe Failed Bank its

from the Receiver for any claims based upon any action or inaction of

directors offcers employees or agents as fiduciar agent or custodian prior to the Bank Closing Date

the (5) claims based on any violation or alleged violation by any Indemnitee of

the United States of antitrust branching banking or bank holding company or securities laws of

America or any State thereof


(6) claims based on the rights of any present or former creditor customer orthe Assuming Ban

supplier as such of the Assuming Bank or any Subsidiary or Affiiate of

(7) claims based on the rights of any present or former shareholder as such of thewhether anythe Assuming Bank regardless of

Assuming Bank or any Subsidiar or Affiiate of

the Failed Banksuch present or former shareholder is also a present or former shareholder of

providing suchthe Receiver determines that the effect of (8) claims if

indemnification would be to (i) expand or alter the provisions of any waranty or disclaimer this Agreement or (ii) create any

thereof provided in Section 33 or any other provision of

waranty not expressly provided under this Agreement

(9) claims which could have been enforced against any Indemnitee had the

Assuming Ban not entered into this Agreement

(10) claims based on any liability for taxes or fees assessed with respect to the the transactions contemplated by this Agreement including without limitation

any subsequent transfer of any Assets or Liabilities Assumed to any Subsidiary or Affliate of the consummation of

Assuming Ban

(11) except as expressly provided in this Aricle XII claims based on any action or inaction of any Indemnitee and nothing in this Agreement shall be construed to provide

the Failed Bank or (iii)indemnification for (i) the Failed Ban (ii) any Subsidiar or Affiiate of

the Failed Ban or its Subsidiaries any present or former director offcer employee or agent of

or Affliates provided that the Receiver in its discretion may provide indemnificationthe Failed Bank or its

hereunder for any present or former director officer employee or agent of

the Subsidiaries or Affliates who is also or becomes a director officer employee or agent of

Assuming Ban or its Subsidiaries or Affliates

the (12) claims or actions which constitute a breach by the Assuming Bank of

representations and waranties contained in Aricle XI

(13) claims arising out of or relating to the condition of or generated by an Asset arsing from or relating to the presence storage or release of any hazardous or toxic substance or any pollutant or contaminant or condition of such Asset which violate any applicable Federal State or local law or regulation concerning environmental protection and

(14) claims based on related to or arising from any asset including a loan acquired or liability assumed by the Assuming Ban other than pursuant to this Agreement

122 Conditions Precedent to Indemnifcation It shall be a condition precedent to the Receiver to indemnify any Person pursuant to this Aricle XII that such

Person shall with respect to any claim made or threatened against such Person for which suchPerson is or may be entitled to indemnification hereunder

the obligation of


the Corporation(a) give written notice to the Regional Counsel (Litigation Branch) of

in the manner and at the address provided in Section 137 of such claim as soon as practicable after such claim is made or threatened provided that notice must be given on or before the date which is six (6) years from the date of this Agreement

(b) provide to the Receiver such information and cooperation with respect to such

claim as the Receiver may reasonably require

(c) cooperate and take all steps as the Receiver may reasonably require to preserve

and protect any defense to such claim

(d) in the event suit is brought with respect to such claim upon reasonable prior

notice afford to the Receiver the right which the Receiver may exercise in its sole discretion to conduct the investigation control the defense and effect settlement of such claim including without limitation the right to designate counsel and to control all negotiations litigation

which shall be at the arbitration settlements compromises and appeals of any such claim all of

the Receiver provided that the Receiver shall have notified the Person claiming indemnification in writing that such claim is a claim with respect to which the Person claiming indemnification is entitled to indemnification under this Aricle XII

expense of

(e) not incur any costs or expenses in connection with any response or suit with

respect to such claim unless such costs or expenses were incurred upon the written direction of the Receiver provided that the Receiver shall not be obligated to reimburse the amount of any such costs or expenses unless such costs or expenses were incurred upon the written direction of the Receiver

(t) not release or settle such claim or make any payment or admission with respect

thereto unless the Receiver consents in writing thereto which consent shall not be unreasonably withheld provided thaUgravehe Receiver shall not be obligated to reimburse the amount of any such settlement or payment unless such settlement or payment was effected upon the written direction of the Receiver and

(g) take reasonable action as the Receiver may request in writing as necessar to

preserve protect or enforce the rights of the indemnified Person against any Primar Indemnitor

123 No Additional Warranty Nothing in this Aricle XII shall be construed or deemed to (i) expand or otherwise alter any waranty or disclaimer thereof provided under

this Agreement with respect to among other matters the title value collectibility genuineness enforceability or condition of any (x) Asset or (y) asset of

this Agreement

Section 33 or any other provision of

the Failed Ban purchased by the Assuming Bank subsequent to the execution of

the Assuming Bank or (ii) create anyby the Assuming Ban or any Subsidiary or Affliate of

warranty not expressly provided under this Agreement with respect thereto

124 Indemnification of Receiver and Corporation From and after the Bank

Closing Date the Assuming Bank agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors offcers employees and agents from and against any and


all costs losses liabilities expenses (including attorneys fees) judgments fines and amountsthe following

paid in settlement actually and reasonably incurred in connection with any of

liabilities or obligations of the Failed Bank assumed (a) claims based on any and all

by theby the Assuming Ban pursuant to this Agreement or subsequent to the execution hereof

the Assuming Bank whether or not any suchAssuming Bank or any Subsidiary or Affliate of

liabilities subsequently are sold andor transferred other than any claim based upon any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 121 (a) and

(b) claims based on any act or omission of any Indemnitee (including but not limited

to claims of any Person claiming any right or title by or through the Assuming Bank with respect to Assets transferred to the Receiver pursuant to Section 34 or 36) other than any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 121 (a)

the Receiver and the Corporation125 Obligations Supplemental The obligations of

as guarantor in accordance with Section 127 to provide indemnification under this Aricle XII are to supplement any amount payable by any Primary Indemnitor to the Person indemnified under this Aricle XII Consistent with that intent the Receiver agrees only to make payments

the pursuant to such indemnification to the extent not payable by a Primar Indemnitor If

aggregate amount of payments by the Receiver or the Corporation as guarantor in accordanceindemnification under

with Section 127 and all Primary Indemnitors with respect to any item of

this Aricle XII exceeds the amount payable with respect to such item such Person being indemnified shall notify the Receiver thereof and upon the request of the Receiver shall

the Receivers (orpromptly pay to the Receiver or the Corporation as appropriate the amount of

Corporations) payments to the extent of such excess

126 Criminal Claims Notwithstanding any provision of this Aricle XII to the contrar in the event that any Person being indemnified under this Aricle XII shall become involved in any criminal action suit or proceeding whether judicial administrative or investigative the Receiver shall have no obligation hereunder to indemnify such Person for liability with respect to any criminal act or to the extent any costs or expenses are attributable to the defense against the allegation of any criminal act unless (i) the Person is successful on the merits or otherwise in the defense against any such action suit or proceeding or (ii) such action suit or proceeding is terminated without the imposition of liability on such Person

127 Limited Guaranty of the Corporation The Corporation hereby guarantees

the Receivers obligation to indemnify the Assuming Bank as set forth in this Aricle XII It is a condition to the Corporations obligation hereunder that the Assuming Bank

this Aricle XII The Corporation

performance of

shall comply in all respects with the applicable provisions of

shall be liable hereunder only for such amounts if any as the Receiver is obligated to pay under this Aricle XII but shall fail to pay Except as otherwise provided above in this

Section 127 nothing in this Aricle XII is intended or shall be construed to create any liability or the terms of

the Corporation the United States of America or any department oragency thereof under or with respect to this Aricle XII or any provision hereof it being theobligation on the par of

the parties hereto that the obligations undertaken by the Receiver under this Aricleintention of

the Receiver and no other Person or entityXII are the sole and exclusive responsibility of


128 Subrogation Upon payment by the Receiver or the Corporation as guarantor in accordance with Section 127 to any Indemnitee for any claims indemnified by the Receiver under this Aricle XII the Receiver or the Corporation as appropriate shall become subrogated to all rights of the Indemnitee against any other Person to the extent of such payment

ARTICLE XIIIMISCELLANEOUS

the paries131 Entire Agreement This Agreement embodies the entire agreement of

hereto in relation to the subject matter herein and supersedes all prior understandings or agreements oral or written between the parties

Contents Aricles and Sections contained in this Agreement except the terms identified for definition in Aricle I and elsewhere in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof

the Table of132 Headings The headings and subheadings of

133 Counterparts This Agreement may be executed in any number of counterpars

and by the duly authorized representative of a different pary hereto on separate counterpars each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement

134 GOVERNING LAW THIS AGREEMENT AND THE RIGHTS AND OBLIGA nONS HEREUNER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS LOCATED

135 Successors All terms and conditions of this Agreement shall be binding on the successors and assigns of the Receiver the Corporation and the Assuming Bank Except as otherwise specifically provided in this Agreement nothing expressed or referred to in this Agreement is intended or shall be construed to give any Person other than the Receiver the Corporation and the Assuming Ban any legal or equitable right remedy or claim under or with respect to this Agreement or any provisions contained herein it being the intention of the parties hereto that this Agreement the obligations and statements of responsibilities hereunder and all other conditions and provisions hereof are for the sole and exclusive benefit of the Receiver the

no other PersonCorporation and the Assuming Ban and for the benefit of

136 Modifcation Assignment No amendment or other modification rescission this Agreement shall be effective except pursuant to arelease or assignment of any par of

the parties heretowritten agreement subscribed by the duly authorized representatives of


137 Notice Any notice request demand consent approval or other communication

to any party hereto shall be effective when received and shall be given in writing and delivered in person against receipt therefor or sent by certified mail postage prepaid courier service telex or facsimile transmission to such party (with copies as indicated below) at its address set forth below or at such other address as it shall hereafter furnish in writing to the other parties All such notices and other communications shall be deemed given on the date received by the addressee

Assuming Bank

Deposit Insurance National Bank of Greeley 2425 35th Avenue Greeley CO

Attention Fred Ozyp Executive OffcerChief

Receiver and Corporation

Federal Deposit Insurance Corporation New Frontier Ban Greeley CO

1601 Bryan St Dallas Texas 75201

Receiver of

Attention Settlement Manager

with copy to Regional Counsel (Litigation Branch)

and with respect to notices under Article XII

Federal Deposit Insurance Corporation Receiver of New Frontier Ban Greeley CO 1601 Bryan St Dallas Texas 75201

Attention Regional Counsel (Litigation Branch)

138 Manner of Payment All payments due under this Agreement shall be in lawful the United States of America in immediately available funds as each pary hereto maymoney of

specify to the other paries provided that in the event the Receiver or the Corporation is obligated to make any payment hereunder in the amount of $2500000 or less such payment may be made by check

139 Costs Fees and Expenses Except as otherwise specifically provided herein each party hereto agrees to pay all costs fees and expenses which it has incurred in connection with or incidental to the matters contained in this Agreement including without limitation any fees and disbursements to its accountants and counsel provided that the Assuming Bank shall


pay all fees costs and expenses (other than attorneys fees incurred by the Receiver) incurred in connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in accordance herewith

the Receiver the Corporation and the Assuming Ban may waive its respective rights powers or privileges under this Agreement provided that such

the

1310 Waiver Each of

waiver shall be in writing and further provided that no failure or delay on the par of

Receiver the Corporation or the Assuming Bank to exercise any right power or privilege under this Agreement shall operate as a waiver thereof nor will any single or partial exercise of any right power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right power or privilege by the Receiver the Corporation or the Assuming Bank under this Agreement nor will any such waiver operate or be construed as a future waiver of such right power or privilege under this Agreement

1311 Severabilty If any provision of this Agreement is declared invalid or this Agreementthe remaining provisions ofunenforceable then to the extent possible all of

shall remain in full force and effect and shall be binding upon the paries hereto

1312 Term of Agreement This Agreement shall continue in full force and effect until the sixth (6th) aniversar of the Bank Closing Date provided that the provisions of Section 63

this Agreement Provided however thethe term ofand 64 shall survive the expiration of

thisthe term of receivership of the Failed Ban may be terminated prior to the expiration of

Agreement in such event the guaranty of the Corporation as provided in and in accordance with the provisions of Section 127 shall be in effect for the remainder of the term Expiration of the

term of this Agreement shall not affect any claim or liability of any pary with respect to any (i) amount which is owing at the time of such expiration regardless of when such amount becomes

whenthis Agreement occurrng prior to such expiration regardless ofpayable and (ii) breach of

such breach is discovered

1313 Survival of Covenants Etc The covenants representations and waranties in this Agreement and the consummation of the

this Agreement shall survive the execution of

transactions contemplated hereunder

(Signature Page Follows)


IN WITNESS WHEREOF the paries hereto have caused this Agreement to be the date first above written

executed by their duly authorized representatives as of

FEDERAL DEPOSIT INSURANCE CORPORATION RECEIVER OF NEW FRONTIER BANK GREELEY COLORADO

BResolutions and ReceivershipsDirector Division of


BMi hell L Glassman

Resolutions and ReceivershipsDirector Division of

DEPOSIT INSURANCE NATIONAL BANK OF GREELEY GREELEY COLORADO

BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted

SCHEDULE 21 - Certain Liabilties Assumed

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYDINB PampA 40GREELEY COLORADOApril 10 2009

SCHEDULE 21(a) - Excluded Deposit Liabilty Accounts

To be provided


SCHEDULE 31 - Certain Assets Purchased

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYDINB PampA 42April 102009 GREELEY COLORADO

SCHEDULE 31(e) - Loans Secured In Whole Or In Part By Assumed Deposits Or Deposits At Other Depository Institutions

SEE ATTACHED LIST

TO BE FURNISHED POST CLOSING

DEPOSIT INSURANCE NATIONAL BANK OF GREELEYDINB PampA 43 April 10 2009 GREELEY COLORADO

SCHEDULE 31(i) - Acquired Subsidiaries

NONE

DINB PampA DEPOSIT INSURANCE NATIONAL BANK OF GREELEY44 April 10 2009 GREELEY COLORADO

SCHEDULE 32 - Purchase Price of Assets or assets

(a) cash and receivables from depository institutions including cash items in the process of collection plus interest thereon

Book Value

(b) omitted

(c) omitted

(d) omitted

(e) Loans purchased pursuant to Section 31 (e) Book Value

(t) omitted

(g) Safe Deposit Boxes and related business safekeeping business and trust business if any Fair Market Value

(h) Records and other documents Book Value

(i)

(j)

(k) assets securing Deposits of public money to the extent not otherwise purchased hereunder

Fair Market Value

(1) Overdrafts of customers Book Value

assets subject to an option to purchase

(a) Bank Premises Fair Market Value

(b) Furniture and Equipment Fair Market Value

(c) Fixtures Fair Market Value

(d) Other Equipment Fair Market Value


SCHEDULE 35(k) - Securities Not Purchased

AS SPECIFIED IN SECTION 35

DINB PampA DEPOSIT INSURANCE NATIONAL BANK OF GREELEY46April 10 2009 GREELEY COLORADO

ARTICLE I

ARTICLE II

21 22 23 24

ARTICLE III

31 32 33

34 35 36

ARTICLE IV

41 42 43 44 45 46 47

48

49 410 411 412 413 414 415 416

ARTICLE V

51

D1NB PampA April 102009

TABLE OF CONTENTS

DEFINITIONS 2

ASSUMPTION OF LIABILITIES9

Liabilities Assumed by Assuming Bank 9Interest on Deposit Liabilities 10Unclaimed Deposits1 0Employee Benefit Plans 10

PURCHASE OF ASSETS 1 0

Assets Purchased by Assuming Ban 10Asset Purchase Price 11

Conveyance Limited WarantyManer of

Nonrecourse Etc 12Puts of Assets to the Receiver12Assets Not Purchased by Assuming Bank 14Assets Essential to Receiver 15

ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS16

Continuation of Baning Business 16Omitted 17Agreement with Respect to Safe Deposit Business 17Agreement with Respect to Safekeeping Business 17Omitted 17Agreement with Respect to Bank Premisesl 7Agreement with Respect to Leased Data

Processing Equipment20Agreement with Respect to Certain

Existing Agreements21Informational Tax Reporting 21Insurance 21Services for Receiver and Corporation 22Omitted 22Omitted 22Omitted 3Agreement with Respect to Expenses 22Agreement with Respect to Accounting and Data Processing Services 22

DUTIES WITH RESPECT TO DEPOSITORSOF THE FAILED BANK23

Payment of Checks Drafts and Orders 23

DEPOSIT INSURANCE NATIONAL BANK OF GREELEY 11 GREELEY COLORADO

52 53

ARTICLE VI

61 62 63 64

ARTICLE VII

ARTICLE VIII

81 82 83 84 85

ARTICLE IX

91 92 93 94 95 96

97

XARTICLE

ARTICLE XI


RECORDS 24




PAYMENTS 25

ADJUSTMENTS 25








ARTICLE XII

121

122 123 124 125 126 127 128

ARTICLE XIII

131

132 133 134 135 136 137 138 139 1310 1311 1312 1313

SCHEDULES

21 21 (a) 31 31(e) 31(i) 32 35(k)

INDEMNIFICATION 31




MISCELLANEOUS 36


37Maner of Payment









place of

WITNESSETH























12 USC Section 1841





definition



















holiday





by

























of Bank Closing







as determined as of



























Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value











52 53

ARTICLE VI

61 62 63 64

ARTICLE VII

ARTICLE VIII

81 82 83 84 85

ARTICLE IX

91 92 93 94 95 96

97

XARTICLE

ARTICLE XI


RECORDS 24




PAYMENTS 25

ADJUSTMENTS 25








ARTICLE XII

121

122 123 124 125 126 127 128

ARTICLE XIII

131

132 133 134 135 136 137 138 139 1310 1311 1312 1313

SCHEDULES

21 21 (a) 31 31(e) 31(i) 32 35(k)

INDEMNIFICATION 31




MISCELLANEOUS 36


37Maner of Payment









place of

WITNESSETH























12 USC Section 1841





definition



















holiday





by

























of Bank Closing







as determined as of



























Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value











ARTICLE XII

121

122 123 124 125 126 127 128

ARTICLE XIII

131

132 133 134 135 136 137 138 139 1310 1311 1312 1313

SCHEDULES

21 21 (a) 31 31(e) 31(i) 32 35(k)

INDEMNIFICATION 31




MISCELLANEOUS 36


37Maner of Payment









place of

WITNESSETH























12 USC Section 1841





definition



















holiday





by

























of Bank Closing







as determined as of



























Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value
















place of

WITNESSETH























12 USC Section 1841





definition



















holiday





by

























of Bank Closing







as determined as of



























Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value



















12 USC Section 1841





definition



















holiday





by

























of Bank Closing







as determined as of



























Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value























holiday





by

























of Bank Closing







as determined as of



























Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value




























of Bank Closing







as determined as of



























Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value












as determined as of



























Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value



















Bank Closing Date






















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value
















of

blanet bond



























a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value





















a percentage of





















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value




















(b) omitted



(d) omitted






(g) omitted

(h) omitted

(i) omitted










the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value



















the Corporation the














(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value












(b) omitted

(c) omitted

(d) omitted



(t) omitted




(i) omitted

(j) omitted


hereunder and










(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value











(b) Omitted












































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value




































such difference if















holding company of



































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value










































Aricle II











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value











42 Omitted
















45 Omitted














(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value















(e) Occupancy Costs


























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value





























































412 Omitted

413 Omitted

414 Omitted










day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value














day of


responsibility























ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value















ARTICLE VI RECORDS









(iv) omitted

(v) omitted


(vii) omitted

(b) Omitted








Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value














Records of






ARTICLE VIIPAYMENTS







the Corporation





















(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value


























(b) If



be necessar












93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value


















93 Claims and Suits






request of














whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value























whether by way of




Section

















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value






















ARTICLE



The obligations of
































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value




































(a)











Ban if any














written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value



















written approval of




counterclaim



























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value
























Assuming Ban














the obligation of












expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value





















expense of









this Agreement




























performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value































performance of
























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value



























Assuming Bank






Receiver of












the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value













the

1310 Waiver Each of






















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value
















BMi hell L Glassman



BMit ell L Glassman



Redacted

Redacted

Redacted

Redacted

Redacted

Redacted




To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value














To be provided





SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value














SEE ATTACHED LIST




NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value












NONE




Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value













Book Value

(b) omitted

(c) omitted

(d) omitted


(t) omitted



(i)

(j)


Fair Market Value









